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King Leonidas of Sparta and a force of 300 men fight the Persians at Thermopylae in 480 B.C.

Messenger: Choose your next words carefully, Leonidas. They may be your last as king.King Leonidas: [to himself: thinking] "Earth and water"?[Leonidas unsheathes and points his sword at the Messenger's throat]Messenger: Madman! You're a madman!King Leonidas: Earth and water? You'll find plenty of both down there.Messenger: No man, Persian or Greek, no man threatens a messenger!King Leonidas: You bring the crowns and heads of conquered kings to my city steps. You insult my queen. You threaten my people with slavery and death! Oh, I've chosen my words carefully, Persian. Perhaps you should have done the same!Messenger: This is blasphemy! This is madness!King Leonidas: Madness...?[shouting]King Leonidas: This is Sparta![Kicks the messenger down the well]

Spartan King Leonidas: Spartans! Ready your breakfast and eat hearty... For tonight, we dine in hell!

Stelios: It's an honor to die at your side.King Leonidas: It's an honor to have lived at yours.

Daxos: I see I was wrong to expect Sparta's commitment to at least match our own.King Leonidas: Doesn't it?[points to Arcadian soldier behind Daxos]King Leonidas: You there, what is your profession?Free Greek-Potter: I am a potter... sir.King Leonidas: [points to another soldier] And you, Arcadian, what is your profession?Free Greek-Sculptor: Sculptor, sir.King Leonidas: Sculptor.[turns to a third soldier]King Leonidas: You?Free Greek-Blacksmith: Blacksmith.King Leonidas: [turns back shouting] SPARTANS! What is YOUR profession?Spartans: HA-OOH! HA-OOH! HA-OOH!King Leonidas: [turning to Daxos] You see, old friend? I brought more soldiers than you did!

Queen Gorgo: Do not be coy or stupid, Persian. You can afford neither in Sparta!Messenger: What makes this woman think she can speak among men?Queen Gorgo: Because only Spartan women give birth to real men!

Persian: A thousand nations of the Persian empire will descend upon you. Our arrows will blot out the sun!Stelios: Then we will fight in the shade.

King Leonidas: This is where we hold them.[pause]King Leonidas: This is where we fight![pause]King Leonidas: And this is where THEY DIE!Captain: On these shield, boys!Spartans: AU!King Leonidas: Remember this day, men, for it will be yours for all time!Persian General: [the Persian general advances from the crowd of the Persian warriors on horseback] SPARTANS! Lay down your weapons![pause]King Leonidas: [one of the Spartan men throws a spear directly at the Persian general, killing him; he falls from his horse dead] PERSIANS![the Spartans get into their shielding position]King Leonidas: COME AND GET THEM!Captain: [the angry Persian soldiers start charging towards the Spartans] HOLD!King Leonidas: Give them NOTHING! But take from them EVERYTHING!Captain: STAY READY!

[as arrows rain down on the Spartans, Astinos begins laughing hysterically]Stelios: What the hell are you laughing at?Astinos: Well, you had to say it!Stelios: What?Astinos: "Fight in the shade"![both laugh]

Xerxes: Come Leonidas, let us reason together. It would be a regrettable waste. It would be nothing short of madness for you, brave king, and your valiant troops to perish. All because of a simple misunderstanding. There is much our cultures could share.King Leonidas: Haven't you noticed? We've been sharing our culture with you all morning.

[Dilios is putting a patch over his eye]King Leonidas: Dilios, I trust that "scratch" hasn't made you useless.Dilios: Hardly, my lord, it's just an eye. The gods saw fit to grace me with a spare.

Dilios: "Remember us." As simple an order as a king can give. "Remember why we died." For he did not wish tribute, nor song, nor monuments nor poems of war and valor. His wish was simple. "Remember us," he said to me. That was his hope, should any free soul come across that place, in all the countless centuries yet to be. May all our voices whisper to you from the ageless stones, "Go tell the Spartans, passerby, that here by Spartan law, we lie."

[last lines]Dilios: And so my king died, and my brothers died, barely a year ago. Long I pondered my king's cryptic talk of victory. Time has proven him wise, for from free Greek to free Greek, the word was spread that bold Leonidas and his three hundred, so far from home, laid down their lives. Not just for Sparta, but for all Greece and the promise this country holds.[takes his spear from a soldier]Dilios: Now, here on this ragged patch of earth called Plataea, Xerxes's hordes face obliteration!Spartan Army: HA-OOH!Dilios: Just there the barbarians huddle, sheer terror gripping tight their hearts with icy fingers... knowing full well what merciless horrors they suffered at the swords and spears of three hundred. Yet they stare now across the plain at *ten thousand* Spartans commanding thirty thousand free Greeks! HA-OOH!Spartan Army: HA-OOH! HA-OOH! HA-OOH!Dilios: The enemy outnumber us a paltry three to one, good odds for any Greek. This day we rescue a world from mysticism and tyranny and usher in a future brighter than anything we can imagine.[puts on his helmet]Dilios: Give thanks, men, to Leonidas and the brave 300! TO VICTORY![the Greek army roars and charges]

King Leonidas: Spartans! Prepare for glory!Daxos: Glory? Have you gone mad? There is no glory to be had now! Only retreat, or surrender or death!King Leonidas: Well, that's an easy choice for us, Arcadian! Spartans never retreat! Spartans never surrender! Go spread the word. Let every Greek assembled know the truth of this. Let each among them search his own soul. And while you're at it, search your own.

King Leonidas: You have many slaves, Xerxes, but few warriors. It won't be long before they fear my spears more than your whips.

Spartan King Leonidas: [his last lines] My Queen! My wife. My love...

Xerxes: It isn't wise to stand against me, Leonidas. Imagine what horrible fate awaits my enemies when I would gladly kill any of my own men for victory.King Leonidas: And I would die for any one of mine.

Xerxes: But I am a generous god. I can make you rich beyond all measure. I will make you warlord of all Greece. You will carry my battle standard to the heart of Europa. Your Athenian rivals will kneel at your feet if you will but kneel at mine.King Leonidas: You are generous as you are divine, O king of kings. Such an offer only a madman would refuse. But the, uh, the idea of kneeling, it's- You see, slaughtering all those men of yours has, uh, well it's left a nasty cramp in my leg, so kneeling will be hard for me.

Dilios: "Goodbye my love." He doesn't say it. There's no room for softness... not in Sparta. No place for weakness. Only the hard and strong may call themselves Spartans. Only the hard, only the strong.

Dilios: The old ones say we Spartans are descended from Hercules himself. Bold Leonidas gives testament to our bloodline. His roar is long and loud.

Xerxes: There will be no glory in your sacrifice. I will erase even the memory of Sparta from the histories! Every piece of Greek parchment shall be burned. Every Greek historian, and every scribe shall have their eyes pulled out, and their tongues cut from their mouths. Why, uttering the very name of Sparta, or Leonidas, will be punishable by death! The world will never know you existed at all!King Leonidas: The world will know that free men stood against a tyrant, that few stood against many, and before this battle was over, even a god-king can bleed.

Dilios: His helmet was stifling, it narrowed his vision. And he must see far. His shield was heavy. It threw him off balance. And his target is far away.[Leonidas throws his spear and hits the side of Xerxes' face, ripping off his face piercings]

Dilios: Immortals... we put their name to the test.

Queen Gorgo: Freedom isn't free at all, that it comes with the highest of costs. The cost of blood.

King Leonidas: [on being told the Persians are coming to parley] Captain, I leave you in charge.Captain: But, sire...King Leonidas: Relax, old friend. If they assassinate me, all of Sparta goes to war. Pray they're that stupid. Pray we're that lucky.[He takes another bite of apple, as the Captain notices a Persian soldier, still alive]King Leonidas: Besides, there's no reason we can't be civil, is there?Captain: [stabs the Persian] None, sire.

Persian: My arm!Stelios: It's not yours, anymore.

Xerxes: You Greeks take pride in your logic. I suggest you employ it. Consider the beautiful land you so vigorously defend. Picture it reduced to ash at my whim! Consider the fate of your women!Spartan King Leonidas: Clearly you don't know our women! I might as well have marched them up here, judging by what I've seen.

Dilios: It's been more than thirty years since the wolf and the winter cold. And now, as then, it is not fear that grips him, only restlessness. A heightened sense of things. The seaborn breeze, coolly, kissing the sweat at his chest and neck. Gulls cawing, complaining, even as they feast on the thousands of floating dead. The steady breathing of the 300 at his back, ready to die for him without a moment's pause. Everyone of them ready, to die.

King Leonidas: You there, Ephialtes. May you live forever.[Ephialtes cringes and hangs his head]

Dilios: We did what we were trained to do, what we were bred to do, what we were born to do!

King Leonidas: This is where we hold them! This is where we fight! This is where they die!Captain: Earn these shields, boys![Spartans cheer]King Leonidas: Remember this day, men, for it will be yours for all time.

Dilios: The captain's cries of pain at the loss of his son are more frightening to the enemy than the deepest battle drums. It takes three men to restrain him and bring him back to our own.

Statesman: My good king! My good king! The oracle has spoken.Second Statesman: The Ephors have spoken. There must be no march!Theron: It is the law, my lord. The Spartan army must not go to war.King Leonidas: Nor shall it. I've issued no such orders. I'm here, just taking a stroll, stretching my legs. These, uh, 300 men are my personal bodyguard.

Spartan King Leonidas: Give them nothing! But take from them everything!

Dilios: Immortals... they fail our king's test. And a man who fancies himself a god feels a very human chill crawl up his spine.

Stelios: We are with you, sire! For Sparta, for freedom, to the death!

Dilios: It's been more than thirty years since the wolf and the winter cold. And now, as then, a beast approaches; patient and confident, savoring the meal to come. This beast is made of men and horses, swords and spears. An army of slaves vast beyond imagining, ready to devour tiny Greece, ready to snuff out the world's one hope for reason and justice. A beast approaches.

Messenger: All that God-King Xerxes requires is this: a simple offering of earth and water. A token of Sparta's submission to the will of Xerxes.King Leonidas: Submission? Well that's a bit of a problem. See, rumor has it the Athenians have already turned you down, and if those philosophers and, uh, boy-lovers have found that kind of nerve, then...Theron: We must be diplomatic.King Leonidas: [ignoring Theron] ... and, of course, Spartans have their reputation to consider.

King Leonidas: Children, gather round! No retreat, no surrender; that is Spartan law. And by Spartan law we will stand and fight... and die. A new age has begun. An age of freedom, and all will know, that 300 Spartans gave their last breath to defend it!

Ephialtes: There is nothing to forgive, brave King. I know what I look like...King Leonidas: [quietly] You wear the crimson of a Spartan.Ephialtes: My mother's love led my parents to flee Sparta... lest I be discarded...King Leonidas: Your shield and armor?Ephialtes: My father's, sir![pause]Ephialtes: I beg you, bold King, to permit me to redeem my father's name by serving you in combat![pause]Ephialtes: My father trained me to feel no fear to make spear and shield and sword as much a part of me as my own beating heart![pause]Ephialtes: I will earn my father's armor, noble King, by serving you in the battle!King Leonidas: [Ephialtes shows King Leonidas his thrust; it's good and the King is surprisingly impressed] A fine thrust.Ephialtes: [smiles] I will kill *many* Persians!King Leonidas: Raise your shield.Ephialtes: Sire?King Leonidas: Raise your shield as high as you can.[Ephialtes tries to raise his shield; he cannot as his physical disability prevents it]King Leonidas: [calmly] Your father should have taught you how our phalanx works. We fight as a single, impenetrable unit. That is the source of our strength. Each Spartan protects the man to his left from thigh to neck with his shield.[Leonidas takes his sword and shield to demonstrate]King Leonidas: A single weak spot and the phalanx shatters. From thigh to neck, Ephialtes.[pause]King Leonidas: I am sorry, my friend; but not all of us were made to be soldiers.Ephialtes: [shocked] But, I-!King Leonidas: If you want to help in a Spartan victory, clear the battlefield of the dead, tend the wounded, bring them water. But as for the fight itself, I cannot use you.

[before leaving]Dilios: Sire, any message...?King Leonidas: For the Queen?[Dilios nods. Leonidas removes the wolf's fang pendant from around his neck, and presses it into Dilios's hand]King Leonidas: None that need be spoken.

Spartan King Leonidas: Unless I miss my guess, we're in for one wild night.

Dilios: Hundreds leave, a handful stay. Only one looks back.

King Leonidas: Then what must a king do to save his world when the very laws he has sworn to protect force him to do nothing?Queen Gorgo: It is not a question of what a Spartan citizen should do, nor a husband, nor a king. Instead, ask yourself, my dearest love, what should a free man do?

Dilios: They have served the dark will of Persian kings for five hundred years. Eyes as dark as night... teeth filed to fangs... soulless. The personal guard to King Xerxes himself; the Persian warrior elite. The deadliest fighting force in all of Asia... the Immortals.

Captain: They look thirsty!King Leonidas: Well, let's give them something to drink! To the cliffs!

Dilios: The god-king has betrayed a fatal flaw: Hubris. Easy to taunt, easy to trick. Before wounds and weariness have taken their toll, the mad king throws the best he has at us. Xerxes has taken the bait.

Dilios: Taught never to retreat, never to surrender. Taught that death on the battlefield in service to Sparta was the greatest glory he could achieve in his life.

Queen Gorgo: I am not here to represent Leonidas; his actions speak louder than my words ever could. I am here for all those voices which cannot be heard: mothers, daughters, fathers, sons - three hundred families that bleed for our rights, and for the very principles this room was built upon. We are at war, gentlemen. We must send the entire Spartan army to aid our king in the preservation of not just ourselves, but of our children. Send the army for the preservation of liberty. Send it for justice. Send it for law and order. Send it for reason. But most importantly, send our army for hope - hope that a king and his men have not been wasted to the pages of history - that their courage bonds us together, that we are made stronger by their actions, and that your choices today reflect their bravery.

Ephor #1: Sparta wages no war at the time of the Carneia.King Leonidas: Sparta will burn! Her men will die at the arms of their women and children will be slaves or worse!

[Gorgo waking up from Leonidas stroking her back]Queen Gorgo: Your lips can finish what your fingers have started... or has the Oracle robbed you of your desire as well?King Leonidas: It would take more than the words than a drunken adolescent girl to rob me of my desire of you.

Dilios: Xerxes dispatches his monsters from half the world away. They're clumsy beasts, and the piled Persian dead are slippery.

Captain: [Battling the Persians] NO PRISONERS!King Leonidas: [Stabbing a Persian soldier] NO MERCY!

Spartan King Leonidas: A new age has begun, an age of freedom. And all will know that 300 Spartans gave their last breath to defend it.

Queen Gorgo: [having stabbed Theron and while holding sword into his body] This will not be over quickly. You will not enjoy this. I am not your Queen!

Statesman: [after the army starts marching in the fields, talking nervously] What shall we do?Theron: What can we do?King Leonidas: [sneers] What can you do? Sparta will need sons.

Dilios: Those behind cry, "FORWARD!" Those in front cry, "BACK!"

[while wrestling with his son]King Leonidas: In the end, a Spartan's true strength is the warrior next to him. So give respect and honor to him, and it will be returned to you. First, you fight with your head...Queen Gorgo: Then you fight with your heart.King Leonidas: [sees the Captain] What is it?Queen Gorgo: A Persian messenger awaits you.King Leonidas: Do not forget today's lesson.Pleistarchos: Respect and honor.King Leonidas: Respect and honor.

[in the midst of the battle]Astinos: You still here?Stelios: Somebody's gotta watch your back.Astinos: Not now, I'm a little busy!

Queen Gorgo: There's only one woman's words that should affect the mood of my husband. Those are mine.

Xerxes: Unlike the cruel Leonidas, who demanded that you stand, I require only that you kneel.

King Leonidas: My heart is broken for your loss.Captain: Heart? I have filled my heart with hate.King Leonidas: Good.

Persian: I am the emissary to the ruler of all the world, the God of Gods, King of Kings, and by that authority I demand that someone show me your commander! Listen. Do you think the paltry dozen you slew scare us? These hills swarm with our scouts! And do you think your pathetic wall will do anything other than fall like a heap of dry leaves in the face of-[he observes the wall built with dead Persian soldiers]Stelios: Our ancestors built this wall, using ancient stones from the bosom of Greece herself! And with a little Spartan help, your Persian scouts provided the mortar!Persian: [angrily] You will pay for your barbarism![he swings his whip at Stelios; though Stelios jumps up and slices off his arm with a sword. The Persian falls down]Persian: My arm!Stelios: [pointing the sword at the Persian] It's not yours anymore![pause]Stelios: Go now, run along and tell your Xerxes that he faces free men here, not slaves! Do it quickly, before we decide to make our wall just a little bit bigger!Persian: [the Persian starts chuckling] No... not slaves.[pause]Persian: Your WOMEN will be slaves. Your sons your daughters, your elders will be slaves! But not you. By noon this day, you will all be dead men!

[first lines]Dilios: When the boy was born, like all Spartans, he was inspected.

Daxos: I saw those ships smashed on the rocks. How can this be?Stelios: We saw but a fraction of the monster that is Xerxes' army.Daxos: There can be no victory here. Why do you smile?Stelios: Arcadian, I've fought countless times, yet I've never met an adversary who could offer me what we Spartans call "A Beautiful Death." I can only hope, with all the world's warriors gathered against us, there might be one down there who's up to the task.

Theron: [before raping Queen Gorgo] This will not be over quickly. You will not enjoy this. I'm not your king.

Dilios: [narrating] The Ephors choose only the most beautiful Spartan girls to live among them as oracles. Their beauty is their curse. For the old wretches have the needs of men... and souls as black as hell.

King Leonidas: Persian cowards.

[as the Spartans are surrounded]Persian General: Leonidas, my compliments and congratulations. You surely have turned calamity to victory. Despite your insufferable arrogance, the god-king has come to admire Spartan valor and fighting skill. You will make a mighty ally.Ephialtes: Yield, Leonidas! Use your reason! Think of your men! I beg you.Persian General: Listen to your fellow Greek. He can attest to the divine one's generosity. Despite your several insults, despite your horrid blasphemies, the lord of hosts is prepared to forgive all, and more, to reward your service. You fight for your lands? Keep them! You fight for Sparta? She will be wealthier and more powerful than ever before! You fight for your kingship? You will be proclaimed warlord of all Greece, answerable only to the one true master of the world! Leonidas, your victory will be complete if you but lay down your arms, and kneel to holy Xerxes.

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